Terms of service – these general terms and conditions of using the services provided by the service provider.

Service provider – SignWise Corporation Limited (registry code 09097865, address 24 Holborn Viaduct, International House, London, EC1A 2BN, the UK) or an affiliated subsidiary or partner with the right to provide the service.

Client – a natural or legal person who has concluded a contract with the service provider for using the services provided by the same.

User – a client who is a natural person or a natural person who is using the services provided by the service provider in the name and with the authorisation of a client who is a legal person.

Party/-ies – service provider or client, both in plural.

Contract – agreement for using the services of the service provider.

Service(s) provided by the service provider and/or services – services described in chapter 3 of the terms of service provided on the basis of the contract by the service provider to clients and users.

Files – files uploaded to the client account or user account with the service provider by the client or user.

Client account – profile connected with a specific client which is used to identify the client, access of the client and users related to the client to the services, and to edit and save the settings.

User account – user profile connected with a client account for using the services of the service provider, used to identify the user, personal access to services and to edit and save the settings.

Regulation – Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market.

GENERAL INFORMATION ON THE TERMS OF SERVICE

These terms of service are an integral part of the contract to be concluded between the client and the service provider for using the services provided by the service provider. The service provider may establish separate additional terms for using the service (e.g. price packages) which shall be an integral part of the terms of service. The client and the service provider may agree on terms of contract with differ from or complement the terms of service.

Before registering for use of services provided by the service provider and commencing the use of services provided by the service provider, the client and/or user shall carefully and thoroughly read the terms of service and agree with them in full. The client and/or user agrees that by using the services provided by the service provider in any form, they agree with the terms of service in unamended form.

If the client or user disagrees with the terms of service or the amendments thereto, then they do not have the right to use the services provided by the service provider and they must cease doing so immediately.

The service provider has the right to amend the terms of service unilaterally at any time if the following circumstances apply: (a) the service provider develops additions or new versions for technologies used for services provided by the service provider which improve the quality or security of software and/or services provided by the service provider; (b) changes in law or legislative practice applicable to the terms of service, changes in service providing practice, changes in court practice or the practices of other competent authorities; (c) changes in the business model or work processes of the service provider; (d) a court resolution or administrative act prescribing amendments to the terms of service; or (e) other circumstances or events which make the amendment of the terms of service reasonably justified.

The service provider shall notify clients and users of changes in the terms of service on the website and by a notice sent to the contact information of the client and users at least fourteen (14) calendar days before their entry into force. If the client or user disagrees with changes in the terms of service then the client has the right to terminate the contract during the 14 calendar days preceding the entry into force of the changes. If the client and/or user continues to use the services provided by the service provider after this term of 14 calendar days has passed, then they are deemed to have agreed with changes in the terms of service.

DESCRIPTION OF SERVICES

The service(s) provided by the service provider is/are online application(s) provided online (cloud service, so-called SaaS (Software as a Service)), which enables the users/clients of the service to: (a) digitally sign electronic documents (electronic signing in the meaning of the regulation) in services provided by the service provider with certificates which have technical support and in platforms which are supported by the services provided by the service provider; (b) verify the validity of digital signatures when the format of the signature and the issuer of the signing certificate has technical support of the service provider; (c) accept documents from other users of the services provided by the service provider and share documents with other users of the services provided by the service provider as well as with third parties; (d) send notices concerning the service provider to other users of the services provided by the service provider and/or other partners through channels of services provided by the service provider; (e) store electronic files in services provided by the service provider.

Services provided by the service provider are based on the following legislative acts: (a) the regulation; (b) legislative acts valid in the United Kingdom, based on the regulation.

A signature signed through services provided by the service provider shall, depending on the certificates used for signing:

conform to the conditions of an advanced electronic signature (e-signature), i.e. (a) it is connected only to the person signing; (b) it enables to identify the person signing; (c) it is made with the use of information necessary for e-signatures which can only be used by the person signing at a high level of security, and (d) it is connected to signed data in a way that enables to identify all later changes in the data, or

conform to the conditions of a qualified e-signature or advanced e-signature that is created by a qualified electronic signature creation device, and which is based on a qualified certificate for electronic signatures. A qualified certificate is a certificate which conforms to the requirements provided in to the regulation and which is issued by a certification service provider who conforms to the requirements provided in regulation.

Conforming to the above requirements makes an electronic signature given in services provided by the service provider equivalent to signing in a person’s own hand in most countries of the European Union and the Economic Community.

SignWise Web Browser Module is a software installed in the computer by a client or user, which allows a web browser to interact with a chip or USB data carrier containing electronic certificates which have technical support of the services provided by the service provider. The client or user has the right to cease the use of services provided by the service provider at any time by removing this software from their computer.

Clients, users and other parties can use SignWise Web Browser Module only with services which are provided by the service provider.

CONCLUDING THE CONTRACT

The contract for using services provided by the service provider is deemed to have been concluded from the moment when the client or the user in the name of the client commences the use of services provided by the service provider, i.e. an account has been created and activated for the client in services provided by the service provider. The contract is concluded for an unspecified term.

Before concluding the contract, the client must thoroughly read the terms of service and at the request of the service provider, confirm to have done so. The client must ensure that the users using the services of the service provider in the name and with the authority of the client have also thoroughly reviewed the terms of service.

Upon concluding the contract, the client or their representative confirms that (a) all information and confirmations provided by them are accurate, correct and complete; (b) they are a fully competent natural person (at least 18 years of age) or that they have the consent of a legal representative to conclude the contract and use the services provided by the service provider, (c) they have all rights and authorities to conclude the contract in the name of the client and use the services provided by the service provider. The correctness of these confirmations is presumed and the service provider is not obligated to verify them.

The service provider has the right to refuse to conclude a contract with any person also if the person has agreed with the terms of service, first and foremost if the person has previously violated the terms of using the services provided by the service provider (incl. the payment obligation) or for any other reason which constitutes a good reason for the service provider.

USING THE SERVICES

Using the services provided by the service provider must take place in conformity with the terms of service, instructions and guidelines available on the website, and generally accepted practices and legislation.

The service provider shall provide services provided by the service provider electronically and using the services provided by the service provider requires the client and/or users having an Internet connection and relevant equipment which are necessary to use the service and the expenses of which shall be covered by the client and user. The service provider does not provide Internet connection and equipment necessary to use the services provided by the service provider.

The client and the user may not use the services provided by the service provider or services provided through these (a) if they disagree with the terms of service; (b) for committing fraud or other offence; (c) in any other unlawful manner.

Using the services provided by the service provider requires having a client account and user accounts which are created for the client or user after registering at the website. One client or user may have several accounts and accounts may be merged and connected under established terms and conditions.

The client account and user account are managed by the client or user respectively, i.e. the client or user has the right to create, edit and close an account at any time at their discretion, incl. edit the information of the client or the user respectively, unless these terms of service provide otherwise.

Every time the client or their representative or user log into the services provided by the service provider, they confirm that (a) all information and confirmations provided by them are correct, true and complete; (b) they are a fully capable natural person (at least 18 years of age) or that they have the consent of the legal representative for using the services provided by the service provider; (c) they have all rights and authorities to use the services provided by the service provider in the name of the client. The correctness of these confirmations is presumed and the service provider is not obligated to verify them.

The client account and user account are valid for an unspecified term until they are deleted or the contract is terminated.

The client and the user must keep information which enables access to the client account or user account in secret and immediately report abuse of their account and/or loss of information which enables access to the account or its coming into possessing of third persons in the services provided by the service provider. In this case, the service provider will adopt all reasonable measures in the services provided in order to protect or delete the account.

Information of clients and users connected to using the services provided by the service provider and the files uploaded by them to the client account and user account are stored in the information system managed by the services provided by the service provider, with data storage service providers whose servers are located on the territory of the European Economic Community unless the parties have agreed otherwise in writing. Upon concluding the contract, the client agrees to keeping and storing these data and files by the services provided by the service provider in the manner described above.

The service provider shall adopt the necessary security measures in the services provided in order to protect files from unauthorised persons and malware and ensure the preservation of files during the entire term of validity of the contract. The service provider confirms that the services provided by the service provider conform to the requirements of OWASP Application Security Verification Standard Level 2A. Files of clients and users are stored at a data centre certified at SAS-70 type 2 level in 256-bit SSL encrypted form.

Clients and users cannot access each other’s files, i.e. the files of each client and user are separated from the files of other clients and users. Users can access only the files for which the client has granted them corresponding access in the services provided by the service provider. A third person can only access the files of the client or user which the client or user has shared with the third person.

The service provider has access to files uploaded by the clients and users in connection with support, maintenance and development works performed in the services provided by the service provider, if the files are stored in data storages used by services provided by the service provider. The service provider does not have the right to open and review the files uploaded by clients or users.

The service provider may restrict or prohibit access to services provided by the service provider at their discretion for regular maintenance and/or development works. The service provider shall do everything in their power to disturb the use of services provided by the service provider as little as possible. If there are disturbances in the services provided by the service provider which prevent or hinder the use of services provided by the service provider, then the service provider shall do everything possible within reason to remove these disturbances at first opportunity.

The service provider shall provide user support for services provided by the service provider, the contacts of which are available on the website.

If the client or user uploads files to services provided by the service provider, then they must ensure that this takes place in conformity with the contract, the terms of service, generally accepted practices and the law. The client and user may not upload files to services provided by the service provider which contain viruses or other computer programmes and files which damage or otherwise disturb the regular functioning of the services provided by the service provider or which are saved in the computers of the service provider or the client or user and disturb or damage their regular functions.

Upon using services provided by the service provider, the client and the user undertake to conform to all legislative acts valid in the United Kingdom. This means, inter alia, that the client or user cannot upload files to the services provided by the service provider if they do not have permission of a relevant person to upload these files.

The client account and user account may be connected to the client’s or user’s LinkedIn, Facebook, Google+ and Twitter accounts if desired, and the user and client have the right to post information to these social networks in relation to their activities with services provided by the service provider.

Comments related to a specific problem can be posted on the customer support page on the website. The service provider may use the feedback of clients and users in all data channels without a licence fee, including for further development or amendment of services.

The service provider has the right to add advertisements to services provided by the service provider at the discretion of the same.

The service provider has the right at any time regardless of reason to: (a) amend and update the technical setup and functionality of services provided by the service provider; (b) suspend or stop the provision of services provided by the service provider and close any part(s) of it; (c) establish restrictions to using certain parts or functions of services provided by the service provider (such as the amount of data needed to use services provided by the service provider, upload speed of files, volume of files to be saved, etc.); refuse to grant access to or provide services provided by the service provider to any client or user also if the client or user has agreed to the terms of service. The service provider shall notify clients and users of important changes in advance by a reasonable time before they enter into force.

FEE FOR SERVICES. SETTLEMENTS.

The service provider has the right to establish fees for using services provided by the service provider, by disclosing corresponding price packages and services provided in their scope on the website, and the client undertakes to pay for the services if the services are not free of charge. The client must select a suitable price package to use services provided by the service provider. Prices disclosed in price packages do not contain any local or state taxes and VAT is added to the prices depending on the country of location of the client, which the service provider shall identify on the basis of an IP address or VAT number depending on the client.

The client incurs the obligation to pay for services from the conclusion of the contract. The obligation to pay the fee does not depend on whether the client or user is actually using the services. Disturbances in using the service do not waive the obligation of the client to pay for the service.

The client has the right to change price packages during the term of the contract and in this case, the client shall pay for services according to the corresponding price package for the period when they used services under the corresponding price package. The service provider has the right to establish restrictions or refuse to allow the change of price package if the client has unpaid payment obligations.

Payment under a price package takes place by way of information being provided to the client on services consumed in the previous month through the client account or to their e-mail address by the 10th business day of the following month and the client must pay for the services consumed within fourteen (14) calendar days from this information being forwarded to them. The invoice which conforms to statutory requirements is made available to the client through the client account or sent to their e-mail address after payment for the consumed services.

Only a credit card can be used to pay for services provided by the service provider, unless agreed otherwise. The client shall provide their credit card information to conclude a contract and use the services provided by the service provider under a paid price package. If the client has used services provided by the service provider under a price package which is free of charge and has not provided their credit card information upon concluding the contract, then the client must provide their credit card information to use services provided by the service provider under a paid price package. The service provider shall verify the information and validity of the credit card immediately after the client provides the credit card information, and after this the credit card is used to pay for consumed services as an automatic payment. The client has the right to provide information for several credit cards, in which case they must select one credit card as the default card, i.e. the default card is used in first order to complete the automatic payment. If an automatic payment from the default credit card fails, then the service provider has the right to complete the automatic payment with another credit card of the client.

Upon delay of payment for consumed services, the service provider has the right to demand that the client pays a fine for delay in the amount 0.3% per day of the outstanding amount until the outstanding amount has been paid off completely. The client covers the expenses of collecting the amount which was not paid on time.

The service provider has the right to restrict or refuse to provide services to the client and/or users connected to this client if the client has any outstanding payment obligations. In this case, access to the client account is only granted for the client to view and pay debts.

The service provider has the right to amend fees for services (price packages) by publishing a relevant notice on the website at least fourteen (14) calendar days in advance.

INTELLECTUAL PROPERTY RIGHTS

Services provided by the service provider and any parts and components of these are protected with intellectual property rights which belong to the service provider, their employees or partners.

The service provider permits the client and/or user to use the services provided by the service provider in conformity with the terms of service for regular purposes for which the services provided by the service provider are intended. The service provider does not grant the client and/or user any other rights or licences and the client and/or user does not incur any intellectual property rights for providing services provided by the service provider merely due to using services provided by the service provider.

The client and the user may not copy, reproduce, distribute, process any parts and components of services provided by the service provider, create derived works and in any other way use or sub-licence the intellectual property rights of the service provider and services provided by the service provider. It is prohibited to sell, rent, licence the services provided by the service provider or any parts thereof, interface them to systems of the client or user or third persons or use them with any programmes which encumber or disturb the work of the service provider and/or services provided by the service provider without permission.

DATA PROTECTION

The service provider shall collect, process and preserve the following data on the client and users, some of which enable to identify the client or users:

Upon registering to use services provided by the service provider for a natural person: first and last name, ID code, date of birth, address, e-mail address, telephone number, mobile ID and/or regular telephone number, credit card information;

upon issuing an invoice, the client’s name, address and other information necessary to perform requirements established by the Accounting Act;

upon visiting the website, the IP address of the user’s computer;

session information of client or user accounts;

changes in information, preferences and access information of the client or user account.

Personal data are processed in conformity with the Personal Data Protection Act, other information in conformity with the terms of service and the law.

Data, including personal data are processed to identify the client or user, provide services to them and to forward information in cases agreed upon in the contract or established in the terms of service or the law.

If the user uploads files to services provided by the service provider which contain personal data, incl. sensitive personal data, then the service provider shall treat this user or the client connected to this user as a chief processor of personal data, who must ensure that these data are processed in conformity with the Personal Data Protection Act.

The service provider shall not forward data to third parties, except:

to their authorised processors if the client or user has granted prior consent to forward data to them;

in cases provided by the law, such as to law enforcement authorities.

The service provider may use and forward to contractual partner anonymised data for the purpose of conducting market researches on the behaviour and preferences of clients and users and for researching consumer habits.

Upon creating a client account and user account, the client and user respectively shall grant their consent that the service provider may:

send information to their e-mail address about the service provider and about services provided by the service provider;

process the data of the client and user for constant improvement and personalisation of the services provided by the service provider;

anonymise data before their processing so that they do not enable to identify the person of the client or user, and process or forward these for processing in anonymous form to contractual partners for other purposes.

EXPIRY OF THE CONTRACT

A client who is a consumer has the right to withdraw from the contract without disclosing a reason within fourteen (14) calendar days from the date of concluding the contract. An electronic application must be submitted to the service provider to withdraw from the contract. The client who is a consumer may submit an application of withdrawal to the service provider on the website of services provided by the service provider through the corresponding form, or in some other unambiguous manner.

The right of withdrawal is not applied if providing services has commenced upon the explicit prior consent of the client who is a consumer before the term of the right of withdrawal has expired and upon the confirmation of the client who is a consumer that upon the service provider performing the contract, the client loses the right of withdrawal.

If the client who is a consumer has expressed the desire to commence the use of services before the expiry of the right of withdrawal, then they will compensate for reasonable expenses to the service provider. The part of the fee paid by the consumer which exceeds the expenses shall be returned without delay, but no later than within fourteen (14) calendar days from the service provider receiving the notice of withdrawal from the contract.

The client has the right to terminate the contract unilaterally at any time by closing the account in the services provided by the service provider.

The service provider has the right to terminate the contract unilaterally if the client has had outstanding debts to the service provider by more than ten days.

The service provider has the right to terminate the contract unilaterally if the service provider ends the provision of services and/or a service provided by the service provider, by notifying the client of this at least 14 days in advance.

Each party has the right to terminate the contract without notice if the other party is in violation of the contract and has not removed the violation within an additional reasonable term.

If the parties terminate a mutually concluded contract unilaterally then the data and files of the party are deleted from the services provided by the service provider within forty eight (48) hours.

LEGAL REMEDIES

The service provider has no obligation to check the files or content which clients and users have uploaded to services provided by the service provider, nor the activities of the client or user in services provided by the service provider. The service provider is also not obligated to monitor the activity, information or files of clients or users which they upload to or forward, save or record in the services provided by the service provider. At the same time, the service provider has a statutory obligation to notify competent supervisory authorities of possible illegal activities or provided information and identify the clients and users to whom they provide the service of storing data.

If the client or user violates the contract, terms of service, generally accepted practices or the law, then the service provider has the right to:

remove the violation or demand that the violation is ceased and the behaviour or content is brought in conformity with the contract, the terms of service, generally accepted practices or the law;

prevent access of the client or user to services provided by the service provider or to any part of these, incl. temporarily close the client account or user account;

terminate the contract without notice.

LIMITATION OF LIABILITY

The service provider shall provide services provided by the service provider “as is”. The service provider shall not give any additional warranties to the client and user in addition to those explicitly described in the terms of service. For example, the service provider shall not warrant or assume obligations on the specific functions available through services provided by the service provider, whether these can be used for a specific purpose, are reliable, available and conform to the needs of the client or user. The service provider is not liable for the functioning of the electronic identity and certificate data carrier of the client and user.

The service provider is liable for direct proprietary damages caused to the client due to violating contractual obligations, wherein the prerequisite for liability is intention or gross negligence. The service provider is not liable for damages and other consequences caused for the following reasons:

services provided by the service provider do not function on a certain platform or together with some other (specialised) software;

disputes arising between the client and user or clients and users;

uploading files to services provided by the service provider by the client and user and content of files which is not or which is not used in conformity with the contract, the terms of service, generally accepted practices or the law;

processing sensitive personal information which the client or user has added to services provided by the service provider conflicts with the Personal Data Protection Act;

management of client accounts and/or user accounts by the client and/or user, incl. offenses or violations of the terms of service committed through the client account or user account, regardless of whether the person was authorised to use the client account or user account;

force majeure and other defects and failures not controlled by the service provider which prevent the use of services provided by the service provider for the client or users (e.g. stoppages in internet connection, etc.);

faults, damages or settings unsuitable for using services provided by the service provider in the devices of the client or user;

delays, stoppages or failures in use of services provided by the service provider due to regular maintenance and/or development works;

processing of data by third parties to whom the service provider has forwarded the data with the consent of the client or user;

if the service provider becomes aware of an offense which is committed or is ongoing through services provided by the service provider, removes this or prevents access to this or actively adopts other measures to end the offense or remove its consequences;

loss of access information to the client account or user account or its coming into the hands of third parties or use by third parties.

In any event the service provider shall not be liable for violations of contractual obligations to a larger amount than the total amount paid by the client on the basis of the contract during the past three (3) months before the violation took place.

FINAL PROVISIONS

The contract (including to issues related to its validity and termination) is subject to and shall be interpreted on the basis of English law.

Disputes arising from or in connection with the contract, including issues related to the existence, validity or termination of the contract shall be finally settled on the basis of the rules of the London Court of International Arbitration with the involvement of three arbitrators.

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